Existing Equity. The holders of the Existing Shares at a record date to be determined shall retain approximately 2% of the equity of PNCC immediately following the implementation of the Plan (subject to dilution resulting from the issuance of any Common Shares, options or other rights pursuant to the Management Incentive Plan, as contemplated herein). All of the rights of the Existing Equity, except for the Existing Shares and PNCC’s existing shareholder rights plan, shall be terminated upon the implementation of the Plan or otherwise dealt with to the satisfaction of the Company and the Majority Second Lien Noteholder Supporting Parties.
Existing Equity. The options granted to the Executive under the Intelsat, Ltd. 2001 Share Option Plan (the "2001 PLAN OPTIONS") and the Intelsat, Ltd. 2004 Share Incentive Plan (the "2004 PLAN OPTIONS"), and the restricted shares granted to the Executive (the "RS"), all of which are listed on Schedule 1 hereto and continue to be outstanding as of the Closing, shall be treated as of the Closing as set forth herein, notwithstanding the provisions of the Transaction Agreement:
(A) Each of the Executive's 2001 Plan Options shall be cancelled in exchange for a cash payment, as soon as practicable following the Closing, equal to the aggregate Spread (as defined in Section 2.1(c)(i)(D) below) of such options, less applicable withholding taxes.
(B) The Executive's 2004 Plan Options shall be cancelled in exchange for a cash payment, as soon as practicable following the Closing, equal to the aggregate Spread of the options so cancelled, less applicable withholding taxes.
(C) Each of the Executive's RS shall be cancelled in exchange for a cash payment, as soon as practicable following the Closing, equal to $18.75 per share subject to the RS.
(D) The "SPREAD" of a 2001 Plan Option or a 2004 Plan Option shall mean the excess, if any, of (i) $18.75 over (ii) the per-share exercise price thereof.
Existing Equity. After consummation of the Exchange Offer, the Company will seek to effect a reverse stock split as mutually agreed with the Majority Secured Noteholders and Majority Convertible Noteholders. Subordinated Debt at PFSI: SAI Holdings, Inc. and PWI subordinated debt at Xxxxxx Financial Services, Inc. (“PFSI”) may be subject to a standstill agreement (terms to be negotiated) as to interest and debt payments or be converted into equity interests of PFSI, at the election of the Majority Secured Noteholders and the Company.
Existing Equity. On the Effective Date and effective as of immediately prior to the issuance of the Oaktree Shares and Participation Offering Shares, if any, and in accordance with the Plan, the Company shall cancel and extinguish all equity interests in the Company existing as of such time (including any options, warrants, rights to acquire equity interests or other securities exercisable for, or convertible into, equity interests in the Company), and the Company shall have provided documentation satisfactory to Oaktree evidencing the foregoing.
Existing Equity. The Stock Option Agreements shall survive the Termination Date in accordance with their terms and the Executive's rights thereunder, including, without limitation, the vesting and exercisability of the options subject thereto, shall be governed by the applicable Stock Option Agreement. The parties acknowledge and agree that (i) each of the options subject to the Stock Option Agreements shall become fully vested upon the Termination Date; (ii) the stock options subject to the Stock Option Agreements dated as of February 26, 1998; January 22, 1999; December 22, 1999; July 12, 2000; and October 12, 2000 shall remain exercisable for the thirty (30) day period following the Termination Date; and (iii) the stock options subject to the Stock Option Agreements dated as of December 26, 2002; January 27, 2003; and February 17, 2004 shall remain exercisable until the first anniversary of the Termination Date. The stock options represented by the Stock Option Agreements shall continue to be subject to Section 8.c of the Employment Agreement.
Existing Equity. The Administrative Agents shall have received evidence that not later than the Closing Date that (i) the paid-in equity (in the form of equity cash contributions made by the Existing Shareholders and the New Shareholders of Holdings in consideration for Capital Stock issued by Holdings to such shareholders) was not less than the aggregate amount of $300,000,000 as of the date or dates contributed, (ii) not less than 99% of such cash has been contributed by Holdings to the Company as equity, and (iii) the remainder of such cash, if any, has been contributed by Holdings to either or both of Pegaso PCS and/or Personnel Co. as equity.
Existing Equity. As of the Effective Date, you and/or your family trust hold shares of Parent’s common stock (“Common Stock”), originally issued pursuant to certain stock issuance agreements or restricted stock purchase agreements (the “Existing Equity”), and, in the case of a portion of the Existing Equity, subjected to vesting as set forth in the Offer Letter (collectively, the “Restricted Stock Agreements”). As of the Effective Date, a portion of the shares of the Existing Equity remains unvested and subject to repurchase or forfeiture restrictions under the Restricted Stock Agreements (the “Restricted Shares”). You have also been granted stock options to purchase shares of Parent Common Stock in your capacity as an employee and as a member of the Board pursuant to the stock option agreements pursuant to which such stock options were issued (the “Stock Option Agreements”). The Restricted Stock Agreements and the Stock Option Agreement are referred to collectively herein as the “Equity Agreements.”
Existing Equity. All equity interests in the Company existing as of immediately prior to the Closing (including any options, warrants, rights to acquire equity interests or other securities exercisable for, or convertible into, equity interests in the Company) shall have been cancelled and extinguished, effective upon the Closing, and the Debtors shall have provided documentation satisfactory to the Backstop Equity Investors evidencing the foregoing
Existing Equity. The options granted to the Executive under the Intelsat, Ltd. 2001 Share Option Plan (the "2001 PLAN OPTIONS") and the Intelsat, Ltd. 2004 Share Incentive Plan (the "2004 PLAN OPTIONS"), and the restricted stock granted to the Executive (the "RS"), all of which are listed on Schedule 1 hereto and continue to be outstanding as of the Closing, shall be treated as of the Closing as set forth herein, notwithstanding the provisions of the Transaction Agreement:
(A) Each of the Executive's 2001 Plan Options shall be cancelled in exchange for a cash payment, on January 16, 2006, equal to the aggregate Spread (as defined in Section 2.1(c)(i)(D) below) of such options, less applicable withholding taxes.
(B) 75% of each vesting tranche of the Executive's 2004 Plan Options shall be cancelled in exchange for the crediting to an account (the "DEFERRED CASH ACCOUNT") on the terms set forth in Section 2.1(c)(ii) below, of an amount equal to the aggregate Spread of the options so cancelled. 25% of each vesting tranche of the Executive's 2004 Plan Options shall be cancelled in exchange for a cash payment, as of the Closing, equal to the aggregate Spread of such options, less applicable withholding taxes.
(C) 75% of the Executive's RS shall be cancelled in exchange for the crediting to the Deferred Cash Account on the terms set forth in Section 2.1(c)(ii) below of an amount equal to $18.75 per share subject to the RS. 25% of each vesting tranche of the Executive's RS shall be cancelled in exchange for a cash payment, as of the Closing, equal to $18.75 for each RS so cancelled, less applicable withholding taxes.
(D) The "SPREAD" of a 2001 Plan Option or a 2004 Plan Option shall mean the excess, if any, of (i) $18.75 over (ii) the per-share exercise price thereof.
Existing Equity. The Company has previously granted to the Executive options to purchase up to an aggregate of 2,532,004 shares of the Company’s common stock pursuant to the Plan (the “Existing Options”) and 245,434 shares of restricted stock (the “Stock”) subject to vesting and other conditions described therein.
